Nonprofit Articles of Incorporation and Charitable Registration — Connecticut

Nonprofit Articles of Incorporation and Charitable Registration (CONNECTICUT)

Quick-Reference Summary

Part A — Articles of Incorporation (Certificate of Incorporation — Nonstock Corporation, Articles I–XI + Signature Block)

ARTICLE I — Name

The name of the corporation is:

[________________________________________]

(hereinafter, the "Corporation").

ARTICLE II — Nonprofit Statement

The Corporation is nonprofit and shall not have or issue shares of stock or make distributions.

ARTICLE III — Members

[Check ONE]:

☐ The Corporation shall not have members.

☐ The Corporation shall have members, which are not entitled to vote.

☐ The Corporation shall have one class of members.

☐ The Corporation shall have multiple classes of members, designated as follows: [____________________________].

ARTICLE IV — Registered Office and Registered Agent

Registered Agent: [________________________________________]

Registered Office (street address):
[________________________________________]
[City], Connecticut [ZIP]

(P.O. boxes are not acceptable.)

ARTICLE V — Purpose

The Corporation is organized exclusively for charitable, religious, educational, literary, and/or scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Code.

The specific purposes of the Corporation include:

[________________________________________]
[________________________________________]

ARTICLE VI — Limitations on Activities

6.1 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article V.

6.2 Legislative and Political Activities. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

6.3 General Limitation. Notwithstanding any other provision of this Certificate, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC § 170(c)(2).

ARTICLE VII — Initial Directors

The number of initial directors is [____] (Connecticut law under § 33-1082 generally requires three directors). The names and addresses of the initial directors are:

ARTICLE VIII — Dissolution and Distribution of Assets

Upon dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, distribute all of the remaining assets of the Corporation exclusively for the purposes of the Corporation, in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Superior Court of the judicial district in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine.

ARTICLE IX — Limitation of Director Liability and Indemnification

Pursuant to Conn. Gen. Stat. § 33-1026(b)(4), the personal liability of a director of the Corporation to the Corporation or its members for monetary damages for breach of duty as a director is limited to the amount of compensation, if any, received by the director for serving the Corporation during the year of the violation, except as expressly excluded by § 33-1026(b)(4)(A)–(D). To the fullest extent permitted by §§ 33-1116 to 33-1124, the Corporation shall indemnify its directors, officers, employees, and agents as provided in the Bylaws.

ARTICLE X — Corporate Email Address

The corporation's email address is: [________________________________________]

ARTICLE XI — Incorporator

The name and address of the incorporator is:

Name: [________________________________________]

Address: [________________________________________]

Signature Block

IN WITNESS WHEREOF, the undersigned incorporator has executed this Certificate of Incorporation this [____] day of [_______________], 20[____].

Incorporator Signature: _______________________________________

Printed Name: [________________________________________]

Acceptance of Appointment of Registered Agent

I, [________________________________________], hereby accept appointment as the registered agent of the Corporation at the registered office identified in Article IV.

Registered Agent Signature: _______________________________________

Date: [__/__/____]

Part B — Filing Instructions (Connecticut Secretary of the State)

1. Form: "Certificate of Incorporation — Nonstock Corporation" (Form CIN-1-1.0) or this customized document satisfying § 33-1026.
2. Filing fee: $50.00 (payable to "Secretary of the State").
3. Filing methods:
   - Online: https://business.ct.gov (account required; expedited service available)
   - Mail: Commercial Recording Division, Connecticut Secretary of the State, P.O. Box 150470, Hartford, CT 06115-0470
   - In person: 30 Trinity Street, Hartford, CT 06106
4. Processing time: Online filings processed within 2–3 business days; expedited service available online. Mail filings typically 7–10 business days.
5. After filing:
   - Obtain a federal EIN from the IRS.
   - Adopt bylaws (§ 33-1030) and hold an organizational meeting (§ 33-1029).
   - File the Organization and First Report with the Secretary of the State (Conn. Gen. Stat. § 33-1029) — $50 fee — online via business.ct.gov.
   - File IRS Form 1023 (or 1023-EZ if eligible) for 501(c)(3) recognition.
   - Register with the Connecticut Department of Consumer Protection — Public Charities Unit (see Part C).
   - Calendar first annual report under § 33-1243 (within 90 days after Certificate filing for corporations formed on or after Jan. 1, 2020).

Part C — Charitable Solicitation Registration (Connecticut DCP — Public Charities Unit)

C.1 — When Registration Is Required

Under Conn. Gen. Stat. § 21a-190b, every charitable organization not exempted by § 21a-190d must register with DCP annually before conducting any solicitation in Connecticut.

"Solicitation" is broadly defined (§ 21a-190a(3)) and includes oral or written requests, media announcements, distribution of advertisements, and sales of merchandise where proceeds benefit a charity — even if the soliciting organization does not actually receive contributions.

C.2 — Cover Letter (Template)

[Date]

Connecticut Department of Consumer Protection
Public Charities Unit
450 Columbus Boulevard, Suite 801
Hartford, CT 06103

Re: Initial Charitable Organization Registration — [Corporation Name]

Dear Public Charities Unit:

Pursuant to Conn. Gen. Stat. § 21a-190b, [Corporation Name], a Connecticut nonstock, nonprofit corporation (EIN [__-_______]), hereby submits its initial Charitable Organization Registration Application.

The Corporation was incorporated on [date] under Chapter 602 of the Connecticut General Statutes. Its principal office is at [address].

Enclosed are the documents required:

☐ Completed Charitable Organization Registration Application
☐ Conformed copy of the Certificate of Incorporation
☐ Most recent IRS Form 990, 990-EZ, or 990-N (if any)
☐ IRS Determination Letter, or copy of Form 1023/1024 if determination is pending
☐ Audited or reviewed financial report (if Corporation meets the audit threshold)
☐ Filing fee: $50.00

Please direct any inquiries to [name, title, telephone, email].

Sincerely,

_______________________________
[Authorized Officer]
[Title]
[Corporation Name]

C.3 — Required Attachments (Initial Registration)

☐ Completed Charitable Organization Registration Application (online or paper)
☐ Most recent IRS Form 990, 990-EZ, or 990-N (if filed)
☐ IRS Determination Letter, OR copy of Form 1023/1024 (if determination pending)
☐ Audited or reviewed financial report (only if Corporation meets the Connecticut audit threshold)
☐ Authorized representative's signature (notarization not required)
☐ Filing fee: $50.00

C.4 — Fees and Submission Method

• Initial registration fee: $50.00
• Renewal fee: $50.00
• Late fee: $25.00 per month
• Submission methods:
• Online: Connecticut elicense portal at https://www.elicense.ct.gov
• Mail: Department of Consumer Protection, Public Charities Unit, 450 Columbus Boulevard, Suite 801, Hartford, CT 06103
• Phone: (860) 713-6170

C.5 — Annual Renewal

Per Conn. Gen. Stat. § 21a-190c, registrations expire on the last day of the eleventh month following the end of the organization's fiscal year. For example, for a calendar-year filer (FYE December 31), the registration expires November 30 of the following year.

• Renewal fee: $50.00
• No extensions: DCP does not grant extensions of the renewal deadline.
• Reinstatement: Organizations whose registration lapses for more than six months must complete a separate reinstatement process.
• Penalties for non-registration: Civil penalties up to $2,500 per violation; injunctive relief; appointment of receiver.

C.6 — Exemptions (Conn. Gen. Stat. § 21a-190d)

The following are exempt from registration; however, the One-Time Exemption Registration must be filed for categories 1–5 to claim the exemption:

1. Religious corporations, religious institutions, and religious societies.
2. Parent-teacher associations and educational institutions whose curricula are registered or approved by any state or the United States, directly or by acceptance of accreditation.
3. Nonprofit hospitals licensed under the laws of Connecticut or another state.
4. Governmental units or instrumentalities of any state or the United States.
5. Persons soliciting solely for the benefit of an organization described in (1)–(4) above.
6. Organizations that normally receive less than $50,000 in contributions annually, provided no person is compensated primarily to conduct solicitations.

C.7 — Paid Solicitors, Fund-Raising Counsel, Commercial Coventurers

If the Corporation engages a "paid solicitor," "fund-raising counsel," or "commercial coventurer" (as defined in § 21a-190a(6)–(9)), additional registration, contract filing, and bonding requirements apply under §§ 21a-190f to 21a-190h. Each paid solicitor must register annually and post a $20,000 bond.

C.8 — Audit and Review Thresholds

Connecticut law applies financial audit and review requirements based on revenue thresholds (refer to current DCP guidance). Charities meeting the audit threshold must obtain an audited or reviewed financial report; the reports themselves need not be filed with the initial registration but must be maintained and made available on request.

Part D — Pre-Filing Checklist

Certificate of Incorporation (Secretary of the State)

☐ Corporate name searched on Connecticut business records via business.ct.gov
☐ Certificate satisfies § 33-1026 (name, nonprofit statement, members option, registered agent, purpose, email, incorporator)
☐ Connecticut street address for registered office (no P.O. box)
☐ Registered agent acceptance signed
☐ IRS-compliant Section 501(c)(3) purpose clause included (Article V)
☐ IRS-compliant dissolution clause included (Article VIII)
☐ At least three initial directors identified (Article VII)
☐ Corporation email address provided or "None" stated (Article X)
☐ $50.00 filing fee included (check to "Secretary of the State")
☐ Original signature of incorporator

Post-Formation Filings

☐ Federal EIN obtained
☐ Bylaws adopted
☐ Organizational meeting held; minutes recorded
☐ Organization and First Report filed within 30 days of organization meeting ($50)
☐ Annual report calendar set: first report within 90 days of certificate filing (for entities formed on/after Jan. 1, 2020); $50 annually thereafter
☐ Connecticut Department of Revenue Services tax registration completed (if applicable)
☐ IRS Form 1023 (or 1023-EZ) filed

Charitable Registration (DCP)

☐ Charitable Organization Registration Application completed (online via elicense or paper)
☐ IRS Form 990 (most recent) attached, OR statement of why none filed
☐ IRS Determination Letter (or pending Form 1023/1024) attached
☐ $50.00 fee included (check to "Treasurer, State of Connecticut" or via elicense)
☐ Filed BEFORE first solicitation in Connecticut
☐ Renewal calendar set: last day of 11th month after FYE; recall no extensions available

If Engaging Paid Solicitor or Fund-Raising Counsel

☐ Solicitor's CT registration verified
☐ Solicitor's $20,000 bond verified
☐ Contract filed with DCP at least 10 days before solicitation campaign

Sources and References

• Connecticut General Statutes, Title 33, Chapter 602 (Revised Nonstock Corporation Act) — https://www.cga.ct.gov/2025/pub/chap_602.htm
• Conn. Gen. Stat. § 33-1026 (Certificate of incorporation) — https://law.justia.com/codes/connecticut/title-33/chapter-602/section-33-1026/
• Conn. Gen. Stat. § 33-1050 (Registered office and registered agent)
• Conn. Gen. Stat. § 33-1243 (Annual reports) — https://law.justia.com/codes/connecticut/title-33/chapter-602/section-33-1243/
• Connecticut General Statutes, Chapter 419d — Solicitation of Charitable Funds Act, §§ 21a-190a to 21a-190l — https://www.cga.ct.gov/2025/pub/chap_419d.htm
• Connecticut Department of Consumer Protection — Public Charities: https://portal.ct.gov/dcp/charities/general-information-on-the-connecticut-solicitation-of-charitable-funds-act
• Connecticut elicense Portal: https://www.elicense.ct.gov
• Connecticut Secretary of the State — Business Filings: https://business.ct.gov/knowledge-base/articles/domestic-nonstock-corporations-forms-and-fees
• IRS, "How to Apply for 501(c)(3) Status": https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• Treasury Regulation § 1.501(c)(3)-1(b) (organizational test)